Two convicts from an Alaskan prison escape in the dead of a very cold night. The two prisoners Manny (Jon Voight) and Buck (Eric Roberts) eventually reach a train yard where they steal some workers clothes and climb aboard a freight train. Unbeknown to them a railroad worker (Rebecca Demornay) is asleep on the train. Eventually the sole train engineer is moving the train through the yard when he has a heart attack and dies leaving no one to operate or most importantly - stop the train. The train starts to accelerate and eventually the three stowaways discover their situation and they struggle against the bitter cold in a desperate attempt to stop the runaway train.